Terms of Service

These are the Gridset Terms of Service. These Terms of Service are a legally binding contract between you and Gridset, Nitrolabs Limited and include our commitments to you as a service provider and your obligations to us as a customer. When we speak of "Gridset", "we", "us" and "our", we are referring to Gridset, Nitrolabs Limited.

Please read these Terms of Service carefully before creating an account and using gridset.app and associated Gridset websites and any other associated websites, products, and services offered (both now and in the future) thereon (together, the "Site" or the "Service") by Gridset.

These Terms of Service apply to the use of the Site and the Service from New Zealand. Please make sure to read the Terms of Service that apply to your use of the Site and the Service, as those are the Terms of Service that will apply to you and to which you will be bound.

1. General Terms

1.1. By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site, contributing content or other materials to the Site, or buying/downloading products, services, or subscriptions, you hereby accept and agree to be bound by these Terms of Service, including the warranty and disclaimers, allowed usage policy, limitations of liability, dispute resolution, and termination provisions below.

2. The Service

2.1. The Service offers users the ability to turn drafts, notes, and source documents into brand-compliant, professionally designed documents and presentations. The Service lets you upload or import source content (such as documents, notes, and files), define and store brand kits (including logos, fonts, colours, photos, and brand guidelines), generate designed multi-page documents and presentations, edit and refine the generated output, add charts and images, and export the result (for example, as PDF or presentation files). The Service is provided via a web software interface and other supported clients. When you use the Service, you provide Gridset with your content, including (but not limited to) files, drafts, notes, brand assets, prompts, instructions, and the documents and presentations generated for you (together, the "Content"). The Service does not give Gridset the rights to any of the Content, except as needed to provide the Service. By your acceptance of these Terms of Service, you hereby agree and give Gridset permission to use your Content for the limited purpose of providing the Service, and this permission extends to our affiliates, partners, and trusted third parties (including the AI and model providers Gridset relies on to generate and process content) with whom Gridset works.

2.2. It is important for you to note that connections with supported cloud storage providers and other integrations are encrypted where the integration protocol supports encryption.

3. Availability of Service

3.1. Gridset will try to ensure that the Service is always available, but Gridset cannot give any guarantees of availability and the permanent full functionality of the Service. By accepting these Terms of Service, you hereby agree not to rely on the availability of this Service at any particular time and agree and acknowledge that Gridset will not be responsible for any harm or loss caused by outage or other unavailability of the Service. See Section 14 below for more information on the extent of our liability.

4. Responsibility for Your Content

4.1. Although Gridset will endeavor to ensure that the Service is error free, we neither guarantee nor warrant that your Content will not be damaged, deleted, or lost. By accepting these Terms of Service, you hereby acknowledge and agree that you shall maintain a backup copy of all Content and that Gridset will not be responsible for any harm or loss caused by the loss of Content.

4.2. Furthermore, by accepting these Terms of Service, you agree not to upload, create, import, share, transmit, or otherwise process any Content on the Service that contains sensitive information, such as credit card information, social security information, protected health information, government identifiers, biometric identifiers, or other regulated information unless your agreement with Gridset expressly permits that use. You agree that you will not store, upload, share, transmit, or otherwise process any Content via the Service that falls within the definition of "Protected Health Information" under the United States Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") or current or future statutes or regulations of similar effect.

4.3. By accepting these Terms of Service, you agree that you will not take any action that would cause Gridset to violate the General Data Protection Regulation (or any other data protection laws of the European Union), the California Consumer Privacy Act of 2018 (or any other state or federal data protection laws of the United States), the bribery and corruption provisions of Part 6 of the Crimes Act of 1961, as amended, of New Zealand, the Anti-Money Laundering and Countering Financing of Terrorism Act of 2009, as amended, of New Zealand, the 6th Anti-Money Laundering Directive of the European Union, the Foreign Corrupt Practices Act of 1977, as amended, of the United States, the Bribery Act of 2010 of the United Kingdom, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law of any jurisdiction.

5. Allowed Usage Policy

5.1. By accepting these Terms of Service, you hereby agree that your use of the Service will comply with the policies that Gridset may adopt from time to time to regulate use of the Service. The terms set forth in this Section 5 outline our current policies (the "Allowed Usage Policy").

5.2. By accepting these Terms of Service, you hereby agree to comply with the Allowed Usage Policy, including, without limitation, Gridset setting a maximum amount of content that you may upload, import, generate, store, or process through the Service, the maximum size or number of files, drafts, documents, or presentations that you may process through the Service, and similar restrictions that may be adopted in the future.

5.3. We trust you to use the Service responsibly and, by accepting these Terms of Service, you hereby agree not to misuse the Service or to collude with, assist or otherwise facilitate the misuse of the Service by anyone else. Misuse of the Service includes, but is not limited to:

5.3.1. attempting to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Site or to the Service, through hacking, password mining or any other means;

5.3.2. using the Service in any manner that could damage, disable, overburden, or impair the Service, the Site, or any associated connected network, or interfere with any other party's use and enjoyment of the Service;

5.3.3. interfering with or disrupting the information security of the Site or the Service (including, without limitation, hacking, spoofing, attempting or effecting a denial of service, mailbombing and/or sending any email that transmits, contains, or embeds, any virus or propagating worm, or any malware, whether that is spyware, adware or other similar file or program);

5.3.4. knowingly or carelessly uploading, importing, or generating files, prompts, instructions, code, URLs, or other content that contain viruses, corrupted files, malicious instructions, prompt-injection payloads, or any other similar software, data, or programs that may damage the operation, security, integrity, or reliability of the Site or the Service;

5.3.5. creating bulk/multiple accounts to circumvent usage restrictions or consumed time on the Service;

5.3.6. masking your identity by use of a virtual private network (or any other service that encrypts your Internet traffic) in order to circumvent any aspect of these Terms of Service;

5.3.7. failing to notify Gridset of any recognized attempt by a third party to break into your account, whether or not successful;

5.3.8. transmitting false information, including "phishing" or "spoofing";

5.3.9. selling the Service without authorization to do so;

5.3.10. harassing or abusing other users or Gridset personnel;

5.3.11. uploading, sharing, or creating Content that is unlawfully lewd or indecent, or contains acts of violence and/or acts of terrorism;

5.3.12. uploading, sharing, or creating Content to advocate against a person or group based on race, ethnicity, religion, sex, gender identity, sexual orientation, disability, or impairment;

5.3.13. publishing, posting, uploading, or otherwise distributing any material protected by intellectual property laws (or by rights of privacy or publicity), unless you have all necessary rights and consents to do so;

5.3.14. without limiting Section 5.3.13 above, using any material or information that is made available through your use of the Service in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party; and

5.3.15. violating applicable law in any way, including violating the privacy or rights of others.

5.4. By accepting these Terms of Service, you hereby acknowledge and agree that Gridset reserves the right to review your conduct and Content for compliance with these Terms of Service, (in particular, the terms contained in this Section 5), and to remove any Content that Gridset determines, in its sole discretion, violates these Terms of Service.

5.5. By accepting these Terms of Service, you hereby acknowledge and agree that Gridset is not, and will not be, responsible or liable to you or any third party for the Content you post, create, upload, transmit, share, or otherwise process via the Service.

5.6. By accepting these Terms of Service, you hereby agree to use the Service only as permitted by applicable law and regulations, and you are at least thirteen (13) years of age (depending on where you live).

6. License

6.1. By using the Service, and subject to your compliance with these Terms of Service, Gridset grants you a limited, personal, non-transferable, non-exclusive, revocable right to use and/or access the Service. You agree not to reproduce, display, distribute, create derivative works, publicly display, publicly perform, sell, license, and/or resell any content, software, hardware, services and/or products obtained through your use of the Service, without the express written consent of Gridset.

7. Upgraded Accounts

7.1. Gridset is currently provided free during its beta, subject to usage and storage limits described in the Service. Gridset does not currently collect payment-card information or automatically bill users.

7.2. If Gridset introduces paid plans, the applicable price, billing period, renewal, cancellation, refund, and tax terms will be disclosed before you purchase and will form part of these Terms of Service.

8. Employer or Third Party Accounts

8.1. If you use the Service on behalf of an employer or another party, you must have authority to do so and comply with that party's applicable policies. Gridset does not currently provide organization-admin access to individual accounts; any future organization-account controls will be described before they apply.

9. Termination

9.1. You are free to cease using the Service and terminate your account at any time.

9.2. Gridset reserves the right to terminate your account and your access to the Service if:

9.2.1. you breach these Terms of Service;

9.2.2. your use of the Services could or would cause harm or risk to others; or

9.2.3. your use materially threatens the security, availability, or integrity of the Service.

9.3. Gridset will endeavor to provide you with reasonable notice before terminating your account and will allow you to export your Content from the Service, unless (in either case) doing so could or would (a) cause Gridset to incur any liability, (b) compromise Gridset's ability to provide the Service to others, or (c) Gridset to be in violation of any applicable law.

9.4. Gridset may also discontinue the Services in response to unforeseen circumstances beyond its control or to comply with applicable legal requirements. (See Section 14.1). If this occurs, Gridset will endeavor to provide you with reasonable prior notice to allow you to export your Content from the Service.

10. Privacy Policy

10.1. These Terms of Service incorporate by reference the Gridset Privacy Policy, which can be reviewed here: /privacy.

11. Gridset Content

11.1. GRIDSET (in addition to all other related trade and service marks) is a trademark of Nitrolabs Limited ("Nitrolabs"), a Lumin company. The Service is protected both by New Zealand, United States and other foreign copyright, trademark, and other intellectual property laws. By accepting these Terms of Service, you hereby acknowledge and agree that these Terms of Service do not grant you any right, title, or interest in or to any of Nitrolabs' copyrights, trademarks, software, or other intellectual property, and you must obtain prior written consent from Nitrolabs before using any of Nitrolabs' copyrights, trademarks, software, or other intellectual property on your website or Content. Your use of Nitrolabs' copyrights, trademarks, software, or other intellectual property without authorization will be considered a breach of these Terms of Service. By accepting these Terms of Service, you hereby acknowledge and agree that, as a result of any such breach of this Section 11, Gridset may terminate your account and restrict access to the Services pursuant to Section 9.2.1 and also seek injunctive or equitable relief under New Zealand, United States or other foreign laws to prevent any further breaches by you of this Section 11.

12. Copyright Policy

12.1. By accepting these Terms of Service, you hereby acknowledge and agree that you are solely responsible for your Content that is uploaded, created, shared, transmitted, or otherwise processed on the Service. You are solely responsible for your profile picture, account name, and the Content you share with other users through the Service. Gridset will not monitor your Content, but by accepting these Terms of Service, you hereby agree to comply with all applicable copyright and other intellectual property laws while using the Service. Infringing on the copyrights or intellectual property rights of others may result in legal liability to you. If your Content is alleged to have infringed on the copyrights and/or other intellectual property rights of others under New Zealand law (including, without limitation, the unauthorized transmission or communication of a third party's intellectual property as described in Section 33 of the New Zealand Copyright Act 1994, as amended), United States law (including, without limitation, the unauthorized public display of a third party's intellectual property as described in Section 501 of Title 17 of the United States Code, as amended), or the applicable laws of any other jurisdiction, you further acknowledge and agree that Gridset reserves the right to temporarily (in order to assess the validity of the alleged infringement claim) or permanently (in the event Gridset, in its sole discretion, determines that an infringement claim is valid) remove or disable your Content and to terminate your account pursuant to Section 9.2.1 in the event of such an infringement. By accepting these Terms of Service, you hereby acknowledge and agree that Gridset is not responsible for and will not be liable for your violation of any intellectual property law.

12.2. You should be aware that the intellectual property laws of certain jurisdictions (e.g., the European Union) may differ significantly from the laws of New Zealand and the United States.

12.3. Your Content on the Service remains yours and you own any intellectual property rights associated with your Content. However, by accepting these Terms of Service, you hereby provide consent to Gridset to access your Content if your Content and associated intellectual property rights restrict Gridset's use of your Content to provide the Service.

13. Disclaimers

13.1. The Service is made available to you on an "as is" basis. Subject to the exclusion in the following Section 13.2, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.

13.2. In some jurisdictions, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable guarantees). Those warranties, guarantees or other rights still apply, as this Section 13 does not exclude, restrict, or modify them. Except for non-excludable guarantees and other rights you have that we cannot exclude, we are bound only by the express promises made in these Terms of Service.

13.3. By accepting these Terms of Service, you hereby acknowledge and agree that Gridset reserves the right to do any of the following, at any time, without notice: (a) to modify, suspend or terminate operation of or access to the Site or the Service, or any portion of the Site or the Service, for any reason; (b) to modify or change the Site or the Service, or any portion of the Site or the Service, and any applicable policies or terms; and (c) to interrupt the operation of the Site or the Service, or any portion of the Site or the Service, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

13.4. By accepting these Terms of Service, you hereby acknowledge and agree that this Site may contain links to other independent third-party websites. These linked websites are provided solely as a convenience to you. You hereby further acknowledge and agree that, once you have used these links to leave the Site, Gridset does not have any control over the other website and Gridset is not, and will not be, responsible for the protection and privacy of any information that you provide while visiting such websites. Such websites are not governed by these Terms of Service or the Privacy Policy. You should exercise caution and look at the privacy policy applicable to the website in question, and, by accepting these Terms of Service, you hereby waive any claim against Gridset for any liability or damages you may incur as a result of visiting any such website.

13.5. By accepting these Terms of Service, you hereby acknowledge and agree that (a) Gridset may work with third party advertisers; (b) if you access our Site as a result of clicking on, or otherwise interacting with, a Gridset advertisement on another website, we are not responsible for the protection and privacy of any information that is collected by such other website; and (c) you hereby waive any claim against Gridset for any damage or liability you may incur as a result of clicking on, or otherwise interacting with, a Gridset advertisement on such other website.

14. Limitation of Liability and Indemnity

14.1. By accepting these Terms of Service, you hereby acknowledge and agree that, other than liability that we are not permitted to exclude or limit by law, Gridset's liability to you in connection with the Site, the Service or these Terms of Service, in contract, tort (including negligence) or otherwise, is limited as follows:

14.1.1. We have no liability arising from your use of the Site or the Service for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.

14.1.2. For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.

14.1.3. Our total aggregate liability to you in any circumstances is limited to the amount you have paid to Gridset under your current subscription or prepaid service plan with Gridset.

14.1.4. You indemnify Gridset, its affiliates and related entities, directors, employees, relevant suppliers, licensors and agents in respect of any loss, damage, cost or expense (including reasonable enforcement costs, whether incurred on a solicitor and own client basis or otherwise) suffered or incurred by Gridset or any such persons as a result of any inaccurate or incomplete information provided by you to Gridset or any breach by you of these Terms of Service or any other applicable terms (including any acts or omissions of your employer, contractors or agents).

15. Dispute Resolution

15.1. By accepting these Terms of Service, you hereby acknowledge and agree:

15.1.1. to make good faith efforts to come to an informal resolution of any dispute under these Terms of Service prior to commencing any formal action against Gridset;

15.1.2. to contact Gridset at support@gridset.app to first seek an informal resolution to any such dispute;

15.1.3. if you have acted in good faith and you and Gridset have not reached an agreed-upon solution to a dispute within thirty (30) days of commencing negotiations, to refer such dispute to mediation in accordance with the mediation rules of the American Arbitration Association ("AAA") under its Commercial Mediation Procedures; and

15.1.4. if no agreement that finally resolves all the matters in such dispute is reached within thirty (30) days of the date upon which a mediator has been appointed, either Gridset or you may refer such dispute to binding arbitration before a representative member, selected by the mutual agreement of the parties, of AAA, located in San Francisco, California for final and binding determination in accordance with the Commercial Arbitration Rules of AAA.

15.2. You can opt-out of the requirement to arbitrate disputes under these Terms of Service by contacting Nitrolabs at support@gridset.app within thirty (30) days from the date you first became subject to this arbitration provision (i.e., the date you initially accepted these Terms of Service). Should you not opt out of the requirement to arbitrate disputes under these Terms of Service within such thirty (30)-day period, you shall be bound by the terms of this Section 15.

16. Judicial Forum

16.1. By accepting these Terms of Service, you hereby acknowledge and agree that any judicial proceeding to resolve claims or disputes relating to these Terms of Service will be brought by you in the courts of New Zealand, subject to the mandatory arbitration provisions above in Section 15.1.4. Both you and Nitrolabs consent to personal jurisdiction and venue in such courts. If you reside in a jurisdiction with laws that give consumers the right to bring disputes in their local courts, then these provisions do not override those laws.

17. Exceptions to Arbitration; Intellectual Property Disputes

17.1. Notwithstanding your agreement in Section 15 above to resolve all disputes through informal discussions, mediation, and, if applicable, arbitration, by accepting these Terms of Service, you hereby acknowledge and agree that Gridset may bring an action, validity determination, or claim arising from or relating to theft, piracy, infringement, or unauthorized use of intellectual property in either an appropriate United States District Court, the United States Patent and Trademark Office, or the courts of New Zealand to protect its intellectual property rights ("intellectual property rights" means patents, trademarks, trade secrets, copyrights, and moral rights, but not privacy or publicity rights).

18. No Jury Trial

18.1. By accepting these Terms of Service, you hereby acknowledge and agree that absent the mandatory arbitration provision in Section 15.1.4 above, you may have a right to sue in court and have a jury trial. You further acknowledge and agree that, in some instances, the cost of arbitration may exceed the cost of litigation, and the right to discovery in arbitration may be more limited in arbitration than in court.

19. No Class Actions or Consolidated Actions

19.1. By accepting these Terms of Service, you hereby acknowledge and agree that any dispute must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding unless consented to by Gridset in its sole and absolute discretion.

20. Survival

20.1. The following provisions in these Terms of Service shall survive termination of your account: (a) Section 14 (Limitation of Liability and Indemnity); (b) Section 15 (Dispute Resolution); (c) Section 16 (Judicial Forum); (d) Section 17 (Exceptions to Arbitration; Intellectual Property Disputes); (e) Section 18 (No Jury Trial); and (f) Section 19 (No Class Actions or Consolidated Actions).

21. Governing Law

21.1. The law applicable to these Terms of Service, including all submissions to mediation and arbitration, shall be the law of New Zealand and, subject to Section 17, you and Gridset each irrevocably and unconditionally agree to submit to be bound by the jurisdiction of the courts and tribunals of New Zealand.

22. Entire Agreement

22.1. These Terms of Service and any account transactional related documentation constitute the entire agreement between you and Gridset and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms of Service. These Terms of Service create no third-party beneficiary rights.

23. No Waiver

23.1. You may not rely on the words or conduct of Gridset or its officers, employees, affiliates or subsidiaries as being a waiver of any right, power or remedy arising under or in connection with these Terms of Service including, without limitation, the right of Gridset to terminate your account, unless Gridset expressly grants a waiver of the right, power or remedy. Any waiver by Gridset must be in writing, signed by Gridset, and is only effective to the extent set out in that waiver.

24. Modification

24.1. By accepting these Terms of Service, you hereby acknowledge and agree that we may choose to update these Terms of Service at any time (a) to reflect changes in the Service or how we do business – for example, when we add new services, features, technologies, pricing or benefits (or remove old ones), (b) for legal, regulatory or security reasons or (c) to prevent abuse or harm. You further agree to periodically revisit this page to review the then-current Terms of Service. If we materially change these Terms of Service, we will notify you and will publish the revised Terms of Service on our Site. If you do not agree with these Terms of Service or any modification to the Terms of Service, you may freely discontinue your account and use of the Services. If you continue to use the Services after the modifications come into effect, you hereby agree to be bound by the revised Terms of Service.

25. Assignment

25.1. You may not assign any of your rights under these Terms of Service, and any such attempt will be void ab initio. Gridset may assign its rights to any of its affiliates, subsidiaries, or to any successor in interest.

26. Severability

26.1. If any provision of these Terms of Service is found unenforceable, the remaining provisions of these Terms of Service will remain in full effect and an enforceable term will be substituted.